UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event Reported): October 1, 2012
ARIBA, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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000-26299
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77-0439730
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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910 Hermosa Court, Sunnyvale,
California
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94085
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (650) 390-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Introductory Note
Ariba, Inc., a Delaware corporation (Ariba), is filing this Current Report on Form 8-K in connection with the completion of the acquisition of Ariba by SAP AG. The acquisition was effected
pursuant to the Agreement and Plan of Merger, dated as of May 22, 2012 (the Merger Agreement) by and among SAP America, Inc., a Delaware corporation that is a subsidiary of SAP AG (SAP America), Angel Expansion
Corporation, a Delaware corporation that was a wholly owned subsidiary of SAP America (Merger Sub), and Ariba. Ariba and SAP AG announced on May 22, 2012 that they had entered into the Merger Agreement. The Merger Agreement was
adopted by Aribas stockholders on August 29, 2012.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 1, 2012, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Ariba, with Ariba
surviving as a wholly owned subsidiary of SAP America (the Merger).
The information set forth in Items 3.03 and
5.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 2.01.
Item 3.01 Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On October 1, 2012, in
connection with the Merger, Ariba notified The Nasdaq Global Select Market (Nasdaq) that the Merger was completed and requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the
Securities Exchange Act of 1934 (the Exchange Act) on Form 25 with the U.S. Securities and Exchange Commission (the SEC) to delist the common stock, par value $0.002 per share, of Ariba (the Shares). Ariba will
file with the SEC a Form 15 under the Exchange Act requesting the deregistration of the Shares and the suspension of the Aribas reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03 Material Modification to Rights of Security Holders
On October 1, 2012, pursuant to the terms of the Merger Agreement, each outstanding Share was converted into the right to receive $45.00 in cash, without interest and less any applicable withholding taxes
(the Merger Consideration), other than Shares held by Ariba or any of its subsidiaries as treasury stock or by SAP America or any of its subsidiaries, which Shares will be cancelled without payment, and Shares held by stockholders, if
any, who perfected appraisal rights under Delaware law with respect to any such Shares.
Also, each Ariba stock option,
whether vested or unvested, that was unexpired, unexercised and outstanding at the effective time of the Merger, was cancelled in exchange for the right to receive an amount in cash equal to the product of (i) the aggregate number of Shares
subject to such option and (ii) the excess, if any, of the Merger Consideration over the applicable exercise price per share of such stock option, without interest and less any applicable withholding taxes. All unvested Shares subject to
forfeiture or a right of repurchase by Ariba at the effective time of the Merger (Restricted Stock) and all of Aribas performance stock units and restricted stock units (collectively, the Equity Plan Stock) that were
unvested at the effective time of the Merger, in each case, other than those held by non-employee directors, remain subject to the service-based vesting terms that applied with respect to such shares of Restricted Stock or Equity Plan Stock
immediately prior to the effective time of the Merger under the award agreement applicable to such shares of Restricted Stock or Equity Plan Stock. Each holder of unvested shares of Restricted Stock or Equity Plan Stock will be paid in a cash
lump-sum equal to the Merger Consideration (without interest and less any applicable withholding taxes) on the date upon which such shares of Restricted Stock or Equity Plan Stock would have vested under the terms and conditions set forth in the
applicable award agreement. All shares of Restricted Stock or Equity Plan Stock that were vested at the effective time of the Merger, other than those held by non-employee directors, were cancelled and converted into the right to receive an amount
in cash equal to the Merger Consideration, without interest and less any applicable withholding taxes. All shares of Restricted Stock and Equity Plan Stock held by non-employee directors were cancelled and converted into the right to receive an
amount in cash equal to the Merger Consideration (without interest) within 30 days following the effective time of the Merger. Each share of Equity Plan Stock that vests based on a combination of performance and service-based requirements will be
deemed to have achieved maximum performance, but the service-based vesting requirements will continue to apply under such award.
The foregoing description of the Merger Agreement and the Merger is not complete and is
qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to Aribas Current Report on Form 8-K, filed with the SEC on May 22, 2012, and is incorporated herein by reference.
The information set forth in Items 2.01, 3.01 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference in response
to this Item 3.03.
Item 5.01 Changes in Control of Registrant
A change in control of Ariba occurred on October 1, 2012, at the effective time of the Merger. As a result, Ariba became a wholly owned
subsidiary of SAP America.
The aggregate consideration to be paid by SAP America in connection with the Merger is
approximately $4.4 billion, which consideration will be funded from SAP AGs cash on hand.
The information set forth in
Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.01
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers
In accordance with the terms of the Merger Agreement and effective as of the effective time of the Merger, the then-current directors of Ariba resigned and ceased to be directors of Ariba, and the
director of Merger Sub immediately prior to the effective time of the Merger became the initial director of the surviving corporation.
On September 30, 2012, Ahmed Rubaie resigned as Executive Vice President and Chief Financial Officer.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year
At the effective time of the Merger, the certificate of incorporation of Ariba was amended and restated in its entirety as set forth in Exhibit 3.1 and, as so amended and restated, became the certificate
of incorporation of Ariba, and the bylaws of Ariba were amended and restated to read as the bylaws of Merger Sub, except that all references therein to Merger Sub were amended to become references to Ariba, and became the bylaws of Ariba at the
effective time of the Merger.
The certificate of incorporation and the bylaws of Ariba as so amended and restated are
attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and incorporated herein by reference.
Item 8.01 Other Events
On October 1, 2012, SAP AG and Ariba issued a joint press release attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
Number
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Description
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3.1
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Amended and Restated Certificate of Incorporation of Ariba, Inc.
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3.2
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Amended and Restated Bylaws of Ariba, Inc.
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99.1
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Press Release of SAP AG and Ariba, Inc. dated October 1, 2012
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ARIBA, INC.
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DATE: October 1, 2012
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By:
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/s/ David Middler
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David Middler
Secretary, Executive Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit
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Description
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3.1
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Amended and Restated Certificate of Incorporation of Ariba, Inc.
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3.2
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Amended and Restated Bylaws of Ariba, Inc.
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99.1
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Press Release of SAP AG and Ariba, Inc. dated October 1, 2012
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Ariba (NASDAQ:ARBA)
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